Alibaba Group said it had selected Jonathan Lu Zhaoxi to replace its co-founder and CEO Jack Ma, starting on May 10. Ma, who is only 48 years old, will remain executive chairman, and will be involved in the Chinese Internet e-commerce giant’s business strategy and management development. Alibaba has seen tremendous growth in the last year, as it is has increased both its revenue and profit, and many expect it will go public within the next 12 months. The strong performance has, in turn, boosted the stock of Yahoo, which owns a 20 percent stake in the company.

Lu, 43, has been at Alibaba for more than a dozen years, leading major divisions of the company, including its massive and important Taobao unit. He is currently Alibaba’s chief data officer and president of Aliyun Mobile OS.

“Serving as Alibaba Group CEO is an extremely challenging and difficult job, especially succeeding a founder CEO like me. One can only imagine the responsibilities and pressure that Jonathan will shoulder,” said Ma in a letter to employees. “Alibaba has never been only the CEO’s business, it is everybody’s business.”

Here’s Ma’s full letter to employees on the change:
alibaba

And here is some of Lu’s bio, according to Alibaba:

Lu joined Alibaba in 2000, a year after the company was founded as an Internet directory allowing China’s increasingly competitive factories to more easily connect with international buyers. After forming Alibaba.com’s sales team for South China, including manufacturing powerhouse Guangdong Province, Lu in 2004 led the launch of Alipay, the company’s online payments affiliate. He later served as Alipay’s president.

In early 2008 Lu moved to Taobao, China’s dominant online retailing platform. During his tenure Taobao’s GMV (total sales generated by sellers using the platform) soared eightfold, and the online shopping unit began developing and integrating social networking into e-commerce.

Lu, who holds a master’s degree in business administration from China Europe International Business School in Shanghai, was named chief executive officer of Alibaba.com in early 2011, presiding over the privatization of the business-to-business trading website the following year.

Since July 2012, Lu has been an Alibaba executive vice president and the Group’s chief data officer. In this role, he has been responsible for driving the company’s strategically important Big Data initiative, centered on the creation of a data-sharing platform that can be accessed by the millions of small businesses that use Alibaba services. He is also responsible for Alibaba’s Aliyun mobile device operating system.

Lost in the sauce of the national work-from-home debate of last week that engulfed all things Yahoo, was a fascinating tidbit that several employees passed on to me from a recent Friday FYI meeting at its Silicon Valley HQ.

At the gathering, CEO Marissa Mayer talked briefly about the new telecommuting arrangements for some staffers, including the controversial new work-from-home memo that HR head Jackie Reses had issued that day.

But when Reses — who also wears another corporate hat as head of M&A at Yahoo — spoke she mentioned to the crowd that Yahoo was working on two “significant” acquisitions and about six smaller talent “acqhires.”

“It was kind of odd to telegraph it in such a big forum,” said one employee of Reses’ comments at the meeting in late February.

The revelation was unusual, to be sure, but perhaps not a surprise, given the recent run-up in Yahoo stock, its healthy cash position and, most of all, its need to add meaningful growth to the current efforts at turnaround.

And while some of its recent buys have been interesting and focused on improving its moribund mobile efforts, they have also been very small. And, as one high-ranking exec there told me, they “don’t move the needle in the way we need to in bringing in senior talent or loads of users or serious revenue.”

Indeed, while Yahoo shares have benefited greatly from the impressive performance by Alibaba Group in China, which is clearly on a roll, many think that showing actual improvement in its core business will be critical in the months ahead.

While making changes to Yahoo’s homepage and email, as well as cutting products, has been done, it is not yet clear what the impact is; the changes are aimed more at holding on to consumers rather than exciting them with new offerings.

Yahoo could also create its own new products to wow the masses, but that has been harder for it over the years. (Remember Livestand? Yeah, not so much.) In any case, an innovation infusion of such a large magnitude will take some time, given Mayer has to get the right people into place to do so.

Thus, a big purchase of an exciting new company with prominent leadership seems more likely than not and sooner than later. While Mayer has not articulated her vision for the new Yahoo in anything more than general ways, what she buys will say a lot.

Thus, sources said that Yahoo has been looking at a range of such acquisitions, in a number of categories such as advertising tech, mobile monetization and, of course, consumer “daily delight,” which is a phrase Mayer has used a lot.

It would be bold if Mayer went all out and made a mega-buy that would shake up the competitive landscape. My first choice for that is Pinterest, the scrapbooking phenom that was just valued at $2.5 billion in a new funding round. Mayer has also shown a lot of interest in blogging superstar Tumblr, while at both Google and Yahoo, as well as Foursquare, the well-known location app. Of course, there is also the troubled gaming giant, Zynga.

All are very pricey and would face rival interest, but such a move would be akin to Facebook’s billion-dollar blockbuster purchase of Instagram. Many now think that was prescient and cheap, given how important mobile photos are to the current digital ecosystem.

The list of possible big deals goes on: Hulu (which needs a tasty content element to make sense) as a video play; Millennial Media or Jumptap for mobile advertising; Quora for social answers; Flipboard for social media consumption; Rubicon or PubMatic, for ad targeting; and many more.

But all of those begin at the billion-dollar or more range and I have checked with a number of these and come up peanuts. Still, there are a whole lot of choices for Mayer and Yahoo in the $200 million to $500 million price range.

Here, Yahoo has the financial strength to make at least two of these significant purchases that Reses mentioned, as well as developing a much better reputation for Yahoo to keep real talent interested.

As one prominent startup exec, who had told me he never would consider selling to Yahoo in the past, said recently: “They are no longer complete losers, although Facebook and Google and Apple and Amazon are still cooler.”

Hey, it’s a compliment, even if it’s a back-handed one, so it will be interesting to see who finds Yahoo cool enough.

According to a regulatory filing by Yahoo, its CEO Marissa Mayer got a $1.12 million bonus, as part of a compensation package she got when she came to the Silicon Valley Internet giant.

It was based on serving a half of a year. But, as has been previously reported, Mayer has an annual salary of $1 million, and is eligible for a $2 million annual bonus, based on meeting certain performance goals set by its board.

In addition, she has gotten numerous stock and options compensation, worth $56 million, including $14 million to make up for the loss of earnings when she left Google, where she was a top exec for many years. There are also other possible bonuses, depending on results.

The million-dollar payment is probably considered pretty much a bargain by investors, since the shares of Yahoo have risen close to 50 percent since she arrived. That’s been based largely on hopes that Mayer can turn the company around, and on the actual stellar performance of its Alibaba Group stake in China.

CFO Ken Goldman, who joined in October, was not eligible for a bonus in 2012, but was awarded a discretionary one of $100,000 nonetheless. He is also eligible for a 90 percent bonus in 2013, based on a $600,000 annual salary.

Here’s Yahoo’s 8-K filing, which also includes details of Mayer’s severance agreement:

SEC-YHOO-1193125-13-94121 –

New Yahoo COO Henrique De Castro has been racking up the frequent flyers miles trying to land someone who can take on a big chunk of his job, as SVP of Americas — in charge of sales, sales development, media, business development and strategy in the Silicon Valley Internet giant’s core market.

It’s a key placement for the company, whose advertising organization has undergone a drastic shift of late under De Castro and is in need of more direct leadership. In addition, Yahoo has recently overhauled its email and homepage offerings, key revenue drivers in the U.S., and needs a consistent face to marketers, some of whom have expressed confusion to me about the company’s strategic media plan going forward.

Yahoo can coast for a bit, given its stock has been rising on the actual performance of its stake in China’s Alibaba Group and the hoped-for turnaround by its CEO Marissa Mayer. She has been busy trying to overhaul a range of things at the company — from mobile to search to ad tech to, most famously recently, how and where its employees work. But it’s not clear as yet if these will provide a massive boost to its longtime difficulties with revenue growth and engagement declines.

Since U.S. ads keep the lights on for now, a top sales exec is crucial. The Americas job was most recently held by Ross Levinsohn, who lost his bid to be CEO to Mayer. And well-regarded ad head Michael Barrett left after De Castro arrived (let’s say bygones and leave it at that).

While De Castro has talked to a number of high-profile Internet execs, none have bitten as yet, for a search that is being conducted by Spencer Stuart.

As described in the memo I obtained, which you can read below in its entirety, the job will require some big shoes to fill. “S/he will be expected to be the ‘voice’ of the Americas region, serving as bridge between the region and the corporate teams,” according to the job description. “Additionally he/she will be a thought leader within the company and a well-respected industry leader as Yahoo!’s primary externally facing advertising and media executive.”

According to sources, there might also be other job movement among current top Yahoo execs, with Mayer eyeing some external replacements in media, social and communications products. She has already vamoosed some top execs, such as products chief Shashi Seth and others.

In any case, here is the job request, if you are interested:

Yahoo SVP-Americas

Earlier today Yahoo reported fourth-quarter earnings that beat analyst estimates, on still-flattish revenue.

Still, up is up, even if it is not really that much up, so Wall Steet bid up shares of the Silicon Valley Internet giant in after-hours trading.

Now it’s onto the conference call with investors for CEO Marissa Mayer:

2:02 pm: Before the call, you can hear Mayer complaining about the goofy music played during the pre-conference call waiting time.

“We have to get better music,” she says to some minion. “This is not good music.”

Music to my ears! I say we get Beyoncé, lipsyncing or not.

The call starts quickly after that, with the ever-eager Mayer leaping right in with the fourth-quarter news, which is not all that bad.

It’s the first full year of growth in a while — though not the first quarter-to-quarter increase — even if it is only a very modest two percent increase.

That compares to industry-wide gains in revenue of many, many, many times that, but for Yahoo this is cause for a parade. A small parade, with good music, but a parade nonetheless.

“It’s hard to believe this is only my first full quarter here at Yahoo,” says Mayer in an upbeat tone.

She notes that her focus on product excellence and user experience was continuing, with some “early positive trends” in both products and people.

Mayer then list a series of moves, from the free food and better smartphones for employees to the addition of well-regarded entrepreneur Max Levchin to the board to the refreshes of Yahoo Mail and Flickr to the acquisition of some sassy new mobile startups.

Mayer also notes that the company under her purview had removed “385 of highest priority obstacles,” although she did not name any specifics.

I imagine what No. 332 is: Switching out the iceberg lettuce at the URL cafeteria on Yahoo’s Sunnyvale, Calif. HQ campus with some tasty organic mesclun as they have at Google, from whence Mayer came.

Better roughage means better returns!

2:14 pm: Mayer turns the call over to CFO Ken Goldman, also a newbie. As usual, he runs through the numbers that are already in all the releases already. But I am enjoying his New England accent, hoping he will say the slight increase in revenue was “wicked” good.

Goldman, in fact, calls the revenue increase “modest,” which is true, although it sounds like “mah-dist.”

What’s not mah-dist is how much stock Yahoo has bought back, using its windfall from the recent sale of assets in China. It’s $1.45 billion, with more that that left to use for more share buybacks. That should keep Yahoo’s stock up nicely.

Goldman also talks about increases in the company’s search business, although notes that the Microsoft relationship is still not the most fantastic.

He speaks more effusively of Yahoo’s Asian partners, including Yahoo! Japan and China’s Alibaba Group. It’s deserved, since they have been the company’s treasure trove against its meh core performance in recent years.

Not so tasty is the problem Yahoo has with a big-money contract dispute in Mexico, which Goldman reiterates is “without merit.”

2:28 pm: Goldman moves onto Yahoo’s cash position, which is strong and which he says is going to be used to make the company better.

Mayer is back on board, talking about key focuses over multiple years.

She says Yahoo needs a “chain reaction of growth,” which needs to be fueled by a dozen new products that become a daily habits for consumers to increase usage and other metrics.

A nuclear bomb explosion is not exactly the best metaphor for a company’s turnaround, but in Yahoo’s case it is probably a pretty good one, given how stubborn its decline has been.

Mayer then switches the metaphor to one she recently used about “returning to the roots” of Yahoo.

Actually, mixing the metaphors, Yahoo has to blast some significant roots that have gotten in the way of its innovation over the years.

“The best is yet to come,” promises Mayer, in what she says will be a multi-year effort.

Now onto questions from the analysts!

2:40 pm: The first question is about commercialization of its products. Mayer answers she is both pro-advertising and anti-ad — meaning they are good when they add to user experience and bad when they do not.

There will be slight margin declines due to this, which is the real point of the query, which Goldman says will not be too impacted.

The next question is on the weaker performance in display ads and whether mobile ads can ramp up quick enough or not.

Yahoo is not breaking out mobile revenue numbers as yet — it’s not impressive as yet, so that’s what’s going on there — although Mayer points to the number of mobile users increasing to 200 million now.

As to the declines in display, Mayer gives a non-answer, but it is likely due to big changes that new Yahoo COO Henrique De Castro has put into place in the way it sells ads and which AllThingsD.com previously reported on. Mayer earlier in the call had confirmed those changes.

The fact of the matter — which is just what the analyst was asking about — is that Mayer simply has to improve display revenue, which is Yahoo’s core business.

Mayer then addresses the issue of not providing usage metrics anymore. Yahoo has withheld a lot of them since she has taken over, and she says it is because they are not indicative of metrics that, well, she thinks you need to know.

Instead, Mayer points to other metrics that she feels are better, such as number of ads sold and price per click on search.

Speaking of search, the next question is about that. What can Mayer say — and she does — but that Yahoo must also improve in that area. Indeed, it is lucrative low-hanging fruit for the company.

Here comes an interesting observation she makes based on a question of mobile versus desktop, which Mayer says should not be separated as two areas as consumers don’t think that way.

Yahoo is tuning up a dozen products, she says, having started with Yahoo Mail and its Flickr photo-sharing app.

2:54 pm: Mayer is not saying which of this dirty dozen is next to get a makeover.

“We’re investing in small, nimble, excellent teams,” says Mayer, who then tries to reference a famous Margaret Mead quote, but ends up mangling it a bit.

It is, for the record: “Never doubt that a small group of thoughtful, committed, citizens can change the world. Indeed, it is the only thing that ever has.”

This is true, which might make some Yahoo staffers nervous, since Mayer’s recent stack ranking of them means she can start on employee layoffs anytime she likes to separate the wheat from the chaff.

3:01 pm: Whoo-whee, this is going long and I am getting weary. Mayer has to be some kind of digital Energizer Bunny — she just flew in from the World Economic Forum in Davos, Switzerland and moved right into the prep for the Q4 earnings.

Tomorrow, she is presumably off to Las Vegas, where Yahoo’s global sales conference will start and she will doubtlessly be making an appearance.

I am exhausted simply by walking up and down the stairs at my house.

The next question is about third-party publishers and ad tech on mobile.

“Mobile monetization is new for everyone,” she says correctly, making the point that no one knows what is going to shake out.

She uses — as she has used — the example of when people thought search was not a moneymaker until Google proved otherwise.

The problem is, of course, that Google is Yahoo’s biggest rival in this new mobile ad arena, along with Facebook and many others. And Google, as its recent results showed, does know how to make money compared to Yahoo.

The next question is about mobile monetization eating into desktop revenue.

Mayer notes that Yahoo has hired 120 people with computer science degrees in the quarter to work on that area.

In other words, get ready for a symphony of geeks to return Yahoo to relevance.

Would they can pull it off, as that would be a tune worth listening to.

Speaking of something worth listening to, here is a video of Diana Ross’ song, “Chain Reaction,” to enjoy:

The culture-celebrating hijinks continue at Yahoo, it seems.

After free food and smartphones and even dressing up as a Yahoo purple banger, CEO Marissa Mayer now has a high-ranking exec dancing for employee enjoyment.

As part of an effort to improve participation in the annual Yahoo Employee Satisfaction Survey (YESS), Mayer instituted a punishment for the lowest participation rate of any division on her executive staff.

The culprit turned out to be Jackie Reses, EVP of people and development for Yahoo, which includes the unlikely combo of human resources and business development.

Thus, Reses apparently had to dance to the hit K-pop song “Gangnam Style” with her staff at the weekly FYI employee meeting at Yahoo’s Sunnyvale, Calif., HQ on Friday.

Despite having a rep as an intense New Yorker, said one employee, Reses has some “decent moves.” Others agreed.

Also decent was one of the top results of YESS, which showed that employee belief in the future vision of the company was up 32 points year over year.

That’s not a big surprise, given the upward trajectory of Yahoo’s shares of late. But, more to the point, it has a weak comparable in last year’s survey, which painted a picture of a deeply demoralized workplace. That’s because the 2011 YESS questions went out to employees the week that the company fired CEO Carol Bartz, with most of the responses gathered in the ensuing weeks.

Despite the improvement, this year’s YESS also still showed a lot of worry about whether Yahoo leadership can execute, and whether the company can achieve strong results over the long term.

[UPDATE: One reader said the Yahoo survey is now called YEES, the Yahoo Employee Engagement Survey. I could not determine if that name change had been made.]

That’s the question that at least one Wall Street firm was asking, in a downgrade of Yahoo stock today. In dropping Yahoo’s rank to “market-perform,” Sanford C. Bernstein analysts noted worries about its turnaround efficacy, a possibly jarring reorg of its advertising unit, and also whether the future sale of its assets in China’s Alibaba Group can save the day again, as it did for last quarter’s results.

“We think there may be upside from an eventual Alibaba IPO at a valuation much higher than $50B or a Yahoo! core turn-around, but it is hard to have high conviction in either given the facts we currently have,” said the report, in part. “In addition, there is manageable but real downside risk: reorganization (e.g., of the sales force) could be negative for revenues, management could decide to invest in growth now and cut excess later, and MSFT RPS guarantee could expire without a renewal.”

Those are all good questions for investors to ask, of course, although more have been caught up in the hype/hope ahead of actual performance gains.

Still, it’s no sweat to get caught up in digital execs being made to trip the light fantastic for their weak results. So, since I was not there to enjoy Reses’ performance, click here for an also fun-tastic JibJab Gangnam video I made of her.

It seems like a month does not pass without another rumor about when Chinese Internet powerhouse Alibaba Group will have its much-anticipated IPO.

Today, in the latest loosely-sourced report, a newsletter quoted a Chinese-language site on a leaked memo that allegedly said the preparations would begin in the second half of 2013 for a public offering in late 2013 or early 2014.

Maybe not so fast, according to sources close to the situation, who note that incentives in a recent stock buyback with major shareholder Yahoo could drive a public offering to the end of 2015.

The timeframe is not a deadline, of course, but Alibaba benefits more if it does its IPO by then. Sources said the IPO will depend entirely on market timing and there is not a current plan to do so soon.

The news matters a great deal to Yahoo investors, especially because much of its market valuation is still made up of the remaining 22 percent stake it still holds in Alibaba, as well as its assets in Yahoo! Japan.

Yahoo completed the sale of half its stake in Alibaba earlier this year for $7.6 billion, netting the Silicon Valley Internet giant about $4.5 billion — most of which is being used for repurchases of shares.

As Alibaba noted at the time of that deal:

“Under the terms of the agreement with Yahoo!, Alibaba Group has the right to repurchase one-half of Yahoo!’s remaining stake upon a qualifying initial public offering in the future. Yahoo! originally acquired its stake in Alibaba Group in 2005 in exchange for US$1 billion and sale of its Yahoo! China business to Alibaba Group.”

Since then, Alibaba’s value has risen dramatically on a strong performance in its various units, including e-commerce giant Taobao.

At the time of its stock buyback with Yahoo, Alibaba’s value was $40 billion, which some think will rise strongly over the next few years.

That’s no guarantee, of course, and it depends how Alibaba’s business in China and elsewhere fares. That has not stopped some Yahoo investors, in fact, from flogging gigantic Alibaba IPO valuations, despite the fact that the company is mulling whether to keep it lower to avoid a Facebook-like debacle.

And while it’s clear the company is eventually headed for an IPO, those close to the situation said its management is not in any rush, especially with a recent influx of capital from investors such as Silver Lake, DST Global, Temasek and Yunfeng Fund.

“So many rumors have been floated on this IPO and we can expect a lot more until it actually happens,” said one source.

Yahoo turned in a meh third quarter, which came as no surprise to anyone. But none of it matters, since all eyes were on what new Yahoo CEO Marissa Mayer would say on the investor call today.

Here we go! It is Mayer’s first outing as a public company CEO. She’s been an exec at Google her whole career and, while she has been a prominent public figure in Silicon Valley, she has never run the whole show herself.

Until today, that is!

2:01 pm: Finally, we are hearing from Mayer, who arrived from Google in July.

She is “thrilled to be at Yahoo” and the first 100 days at the company have been a lot of fun.

She’s apparently been a fan since her undergraduate days at Stanford University.

Finally, she tries to answer the big question: “Why did I in particular come to Yahoo?”

Why, indeed, given she and others at Google have spent those years since college putting Yahoo directly into the ground. (Did you know Yahoo gave Google its first big search break, a deal engineered by Mayer and others?)

But, says Mayer, Yahoo is “tailor-made for me,” ticking off arenas such as “search, mail, advertising, home page.”

It’s what she built her career on, apparently — yes, in kicking Yahoo’s behind — but now she wants to help the troubled Silicon Valley Internet giant “grow and help redefine” itself.

Still, she stresses, trying to buy as much time as possible from investors: “It will take multiple years to get to where I want the company to be.”

2:08 pm: Mayer, of course, touts her Apple iPhone-and-free-food spending to make the life of Yahoos better (and on parity with the rest of the digital sector).

To be fair, given the past two CEOs, anyone who did not come in and kick the employees where it counts was going to get some claps.

Mayer’s goals are “simple,” she says, “to execute fast, attract the best talent and make Yahoo the best place to work.”

She says she has assembled a stellar world class exec team to accomplish that.

2:11 pm: Now we get to meet one of that team and a Yahoo newbie — CFO Ken Goldman (pictured here). It’s his first day.

He repeats the results that Yahoo has already put in its press release, which is why I usually zone out here and focus on superficial stuff.

Like how much he sounds like former and ousted Yahoo CEO Scott Thompson. Eek!

Goldman touts Yahoo’s recent Alibaba Group deal in China (done not by Goldman, but by outgoing — jacked by Mayer, really — CFO Tim Morse) and notes a $765 million credit facility that Yahoo apparently got this month.

That’s more dough to add to Mayer’s ever-growing pile to spend on fixing Yahoo.

2:23 pm: Mayer is back — Goldman is nice enough, but everyone wants to hear from the former Google wunderkind.

She makes an obvious statement: Yahoo has to “grow at the same pace as the market we are in.” Yep. Yahoo’s growth has been practically non-existent, while the industry has seen robust increases for years.

Mayer is now hitting all the high points on what needs to be fixed.

Search, communications, a desperate need to invest in mobile. “Our top priority is a focused, coherent” mobile strategy, she says. It’s everybody and their mother’s top priority in the Internet space, but it’s gotta be said.

So Mayer says it again: “Yahoo will have to be a predominantly mobile company.”

She also name-checks “delighting users,” improving advertising and personalization.

2:27 pm: She also underscores that Yahoo will now hold onto its ad tech business.

“No one wants Yahoo to grow more than the people who work here,” says Mayer, who says she is going back to Yahoo’s roots. “We believe Yahoo’s best days lie ahead … and we intend to win.”

It sounds very good, but Mayer has been relatively unspecific overall.

Now to Q&A to see if she will drill down more.

2:30 pm: The first question is about Mayer’s vision as compared to others.

Apparently, it does not mean a “pivot” into different and new businesses. It does mean improving what Yahoo has done well.

“I don’t think this is a situation where there’s a giant pivot and we go into a completely different business,” Mayer says flatly. In other words, no string of Yahoo diners in the offing.

In addition, Mayer says that Yahoo occupies a unique spot that does not put it into “channel conflict” with other rivals and, presumably, can be a better partners.

Also asked about search versus display, she’ll take both, but found display “more compelling.”

The next question is about international markets and the local ones.

Growth, says Mayer, although Yahoo will be narrowing the offerings to be more compelling.

She refers to the recent closing of Yahoo operations in Korea. “We had a very hard time finding a growth story moving forward,” says Mayer.

As to local, which Mayer worked on at Google right before she left, Yahoo’s efforts are merely “good” and it’s not slated for investment going forward.

The next question is about metrics to judge progress. Yahoo left out user numbers it has usually provided in the past and Mayer is not giving up any data now either.

Instead, she is going to rely on internal data and not use third-party data any longer. (It makes some sense since the numbers have been not so pretty over time.)

2:37 pm: Mayer did not want to go into acquisition strategy, which came in a question about its giant pile of dough.

No billion-dollar buys for her, she claims, so cancel that Tesla order for Foursquare, Dennis Crowley!

Mayer noted that most acquisitions will be smaller scale and under $100 million. She noted she had done about 20 of those in her career at Google.

A question about Microsoft.

While there has been “disappointment,” Mayer says the goal is to work with the software giant. In other words, she’s not calling her old pals at Google quite yet (she hasn’t yet, in fact).

The next question is about mobile, with Mayer noting once again that the company has to be primarily mobile-focused going forward.

She’s going to hire as many mobile peeps as possible, especially via smaller-scale acquisitions.

2:44 pm: Goldman gets a little awkward in noting that his young-adult kids think Yahoo is all happening. Hmm, I suppose since he comes from the deservedly defunct Excite@Home and the successful but security-dull Fortinet, that makes sense.

In fact, getting back the young folks is one of Mayer’s top challenges.

A very good question — these are all good ones on the call — is how Yahoo can compete without a mobile operating system, such as Google Android and Amazon Kindle and Apple iOS.

Mayer notes that Yahoo has compelling content that others do not.

Another question on search and, specifically, on mobile search.

Mayer is unspecific, except to note that Yahoo has the ability to be pertinent and competitive.

She is a little more clear on the issues with the Microsoft Bing search relationship. Mayer does know this stuff well, and it is clear there is some serious low-hanging fruit to be plucked by someone who knows what they are doing.

Mayer knows search, to be sure, so I am thinking she will make some bank here.

A question about “overmonetizing” the Yahoo site — i.e. cluttering it up with icky ad units that drive consumers nuts.

Mayer notes that cutbacks in ads to improve user experience will only be done to increase traffic, which is a dicey proposition as it can also kill revenue.

A question about content and where that us going.

Mayer touts the Olympics programming — hat tip to former interim CEO Ross Levinsohn — as something unique to Yahoo. Interestingly, the media folks at Yahoo are still wary of pro-engineering Mayer.

2:55 pm: Another question about her interest in content and investment focus in ad tech.

“I am very product focused,” says Mayer, who uses the term “low latency,” a term that no media person ever would use as a hallmark of success.

She is much more comfy talking tech and that’s an area she knows better. Still, she says little about possible investments.

Mayer is then asked about goals for growth at Yahoo. She does not just want to grow at industry rate, but beyond that! But she’ll take industry rate for now (actually, that would be a huge accomplishment).

Goldman says little on the stock buyback, using the Alibaba dough, except they are buying.

3:01 pm: There are a lot of questions today for Mayer — which is no surprise — but now they are beginning to repeat.

(Plus, I have LOLcat’s Ben Huh waiting for me in the ATD Global HQ lobby — and you all know how I feel about them cats!)

Ah, the last question: It’s about data and personalization and what’s been lacking at Yahoo in not taking advantage about the pile of data it has about .

Yes, that should happen and it will under the regime of Marissa Mayer.

Mayer ends by noting, “It’s time for Yahoo to execute and bring our results back to growth.”

So it is written, so it shall be done.

Yahoo is nothing if not consistent, turning in yet another weak quarter that met weak expectations from investors.

The 98-pound weakling is still weak!

In the third quarter, the Silicon Valley Internet giant had $1.089 billion in revenue, a hair above expectations and just two percent higher than a year ago. (Please note that competitors, such as Google and even Facebook, are growing revenue like gangbusters.)

Profits were also weak, despite an apparent pop from a gain from its sale of some of the shares it holds in China’s Alibaba Group. But let’s focus on operations, people, which are the real numbers to gauge. As Yahoo noted: “On a GAAP basis, income from operations decreased 14 percent to $152 million in the third quarter of 2012, compared to $177 million in the third quarter of 2011.”

Minus traffic acquisition costs, display revenue was down to $451.6 million, compared to consensus estimates of $484 million; search revenue was up only a tiny bit to $414.1 million (consensus was $411 million).

Interestingly, Yahoo left out detailed information it has usually provides about engagement and other user metrics. Let me take a big guess: The numbers are simply not impressive, or else they would have been touted.

Also left out was any guidance going forward — new CFO Ken Goldman just came on today, so that’s no surprise. Guess it’s time to throw out the trash, as they say in politics!

But here’s an interesting factoid in the press release: “In October 2012, Yahoo! entered into a 364-day, $750 million unsecured revolving credit facility. The facility is currently undrawn and is expected to be used for general corporate purposes.”

More available cash to go with the pile of cash that Yahoo has already piled up for purposes unclear right now.

To be clear, this meh quarter does not matter at all — with Yahoo getting a financial equivalent of a hall pass for these results — as investors look to hear from new CEO Marissa Mayer about her plans to make all the bad go away. Until she charts a course and sets out on it, it is likely that no one is going to blame her for Yahoo’s past woes.

As Mayer said in a statement today: “Yahoo! had a solid third quarter, and we are encouraged by the stabilization in search and display revenue. We’re taking important steps to position Yahoo! for long-term success, and we’re confident that our focus on quality and improving the user experience will drive increased value for our advertisers, partners and shareholders.”

Everyone is looking forward to hearing how, which the former Google exec will presumably explain in more detail on a conference call with Wall Street analysts — her first as a public company CEO — at 2 pm PT. Tune in for my live blog.

Until then, here are Yahoo’s Q3 slides to peruse:

YHOO_Q312EarningsPresentation_FINAL

Later today, new Yahoo CEO and latest savior Marissa Mayer is expected to debut in her first major turn as a public company CEO, as the company reports its third-quarter earnings.

Unfortunately, her initial script recounting the last three months is likely to be rather lackluster, with Wall Street anticipating yet another nothing-to-write-home-about financial performance from the Silicon Valley Internet giant.

Investors are expecting $1.08 billion in revenue and 25 cents in net income per share in a report that is likely to show more of the same kind of weakness Yahoo has had for far too long. The main reasons this time: Worrisome growth in search and display advertising, especially compared to robust worldwide trends.

Such concerns have kept Yahoo’s stock pretty much flatlined at about $16 a share since she arrived in July.

And that is not likely to change until Wall Street hears more specifics about Mayer’s future plans. Yahoo has previously said she would outline more about her direction on the call with investors later today, after the financial results are released.

Thus, it’s basically a wait-and-see attitude, until Mayer does that, and perhaps until after there is some actual traction.

As noted by Cantor Fitzgerald’s Youssef Squali:

“1) We’ve seen this movie before (this new CEO is the fifth in as many years) and 2) it will take some time before any of the yet-to-be-announced changes yield any meaningful P&L results. Until then, we see Yahoo! shares remain cheap with limited downside, but no clear catalyst to drive them higher short/medium-term.”

Among the highlights that investors hope will be covered by Mayer and also by new CFO Ken Goldman:

A cogent strategy to turbocharge the business, which — as ATD has reported many times — will focus on tech and product solutions; what acquisition arenas are in the pipeline; plans for new talent recruitment and perhaps layoffs of less-than-stellar employees at the bottom 20 percent of Yahoo; the status of talks to sell off its stake in Yahoo Japan; and, perhaps most of all, what are the plans to return cash to shareholders from its recent sale of its partial stake in China’s Alibaba Group.

That might already be in the works via stock buybacks that Yahoo has been engaged in, but it will be interesting to see if Mayer will provide more specifics.

Investors will also look for some details around mobile growth, and perhaps an update of how Yahoo is fixing its search monetization problems with its partner, Microsoft.

One development that some expect is that Mayer will drop future expectations, in a classic take-out-the-trash move.

As J.P. Morgan’s Doug Anmuth noted:

“Similar to what AOL CEO Tim Armstrong did when he stepped in a few years ago, we believe Mayer is likely to remove low quality ad units and over-monetization throughout the site. Despite the near-term monetization impact, we think this would be a good thing, as it would improve the user experience and de-clutter the site. Additionally, we think it’s likely new management would simply want to start off with a low bar.”

And, if she makes it low enough, anything Mayer will do going forward is likely to look pretty good.

New York magazine just published what will doubtlessly be the first of many larger-scale profile pieces on new Yahoo CEO Marissa Mayer (Fortune’s at work on one, too).

Titled “Can Marissa Mayer Really Have It All?” New York’s version is a very solid and fair effort that raises a lot of pertinent questions about the Silicon Valley Internet giant’s latest leader.

That, of course, includes pondering the high-profile issues around her coping with a newborn (really new) and work; her carefully crafted public glamour-geek-girl persona that is at odds with her sometimes more tetchy private one; Mayer’s mostly-up-and-then-down-at-the-end career at Google as a key exec; and the myriad challenges she faces in turning around the long-troubled Yahoo.

Writes Lisa Miller quite astutely: “This newest version of Marissa, the mom-geek-CEO, will surely test Mayer’s iterative powers, for she’s playing to a tougher crowd, one that won’t be placated by tweets, Manolos, and rapturous praise for pineapple malts.”

Indeed not, which is why sources said Mayer is likely to begin to make postpartum appearances back at Yahoo as early as this week. She delivered her first child with husband Zach Bogue, whom she dubbed “Big Baby Boy Bogue,” on Sept. 30.

Among the initiatives she has been working on up to and after her son’s birth, said numerous sources, is the redo of Yahoo’s powerful home page, a reorganization of top management duties, and an announcement about whether it will buy back shares or give a dividend from its recent multibillion-dollar sale of part of its lucrative stake in China’s Alibaba Group.

In addition, said sources, Mayer is also putting into place her new methodology of keeping track of employee performance and rewards. There is an all-hands meeting scheduled today, in fact, apparently to go over the system, which Mayer spoke about in her last all-hands meeting.

The home page redo is also in the late-stage works for unveiling soon, said sources. Those who have seen it said it has a starker and simpler design ethos, and will stress user personalization, customization and more social elements. It will also have ample opportunity for third-party developers to offer a variety of services on it (maybe Mayer can save Zynga by copying a little bit from Facebook!).

The reorg will also be interesting. Mayer has made a number of top exec appointments, including adding a new CFO and head of HR. She will also be rejiggering other roles of existing management.

For example, expect tech and operations EVP David Dibble — who got a mess of new responsibilities right before Mayer was appointed — to have some of that dialed back.

The disposition of all $3.6 billion of Alibaba cash is perhaps the most immediate issue, especially for investors, who are largely hoping for a buyback of stock. Such a move will likely cause Yahoo shares to rise, as happened at AOL.

That would be nice, since Yahoo stock has stayed pretty flat since Mayer got to the company in July. (That compares, ironically, to a 31 percent rise at Google since she left.)

But Wall Street analysts and others have been making bullish calls on Yahoo recently, including CNBC’s screamy stock guru Jim Cramer of “Mad Money.”

Boosted by the growing value of its Asian assets — in China, as well as in Japan, which Yahoo is trying to sell — and also anticipating some kind of magic mojo from Mayer, price targets for Yahoo shares have been as high as $22.

That was from Goldman Sachs, which reinstated coverage of Yahoo with a “buy” rating recently. Analyst Heath Terry noted that “while user engagement continues to decline, the company lacks a mobile strategy and significant talent has left the company, Yahoo still has hundreds of millions of users, valuable Web properties, and the financial resources to fuel a potential turn around over time.”

Translated: Yahoo kinda stinks, but it still might be able to buy itself out of this mess with a $10.6 billion pile of dough from Asia.

All eyes will be on the actual business Yahoo operates itself in two weeks on Oct. 22, when the company announces third-quarter results. Sources said the quarter will come in as expected, but will still tell a story of lackluster growth in advertising, engagement and, well, every key part of its native offerings.

That said, Mayer is expected to be on the call — her first at Yahoo — to outline her grand vision in more detail, as a spokeswoman has noted.

That’s good, since shiny profiles of her can only do so much. It’ll be nice to finally hear her say something definitive in public about how she’s going to fix the company that has given the mediagenic exec even more press.

(And, let’s hope, without the tweets, Manolos and pineapple malts.)

According to sources close to the situation, Yahoo will officially close the multi-billion-dollar sale of half its assets in China’s Alibaba Group in one week.

Sources said the deal is set to be announced next Wednesday, in which the Chinese Internet giant will pay the Silicon Valley company $7.6 billion to buy back 20 percent of Alibaba. Yahoo still owns another 20 percent.

Yahoo will get $7.1 billion in the transaction, as well as a $550 million payment related to the ending of licensing fees that Alibaba has paid annually to Yahoo.

It’s a huge return from when Yahoo co-founder Jerry Yang led a $1 billion investment in the then-fledgling Alibaba seven years ago, with a belief in its CEO and co-founder Jack Ma.

But once-cordial relations between the companies became tense in the ensuing years, as Ma sought to lessen Yahoo’s 40 percent ownership.

After many public kerfuffles, Yahoo finally agreed earlier this year to sell half its stake. It still holds 20 percent, which could eventually reap even larger returns once the fast-growing Alibaba goes public in several years. Yahoo is required to sell 10 percent at that IPO and must sell the rest after that.

Still, Yahoo is getting a pile of money now. After taxes, that gives new CEO Marissa Mayer about $4.5 billion to use in some as yet undetermined way. But it will most likely be for a series of acquisitions to try to reinvigorate the long-troubled company.

Yahoo’s board and later its CFO Tim Morse had promised to return the money to shareholders by way of a stock buyback. But, last month — in a move that quickly depressed Yahoo’s shares and angered major investors — the company filed a statement saying that Mayer was reevaluating that move and could keep the money for other strategic reasons.

Given what a huge windfall it is getting, it will be interesting to see if the board of Yahoo — which is meeting next week, sources said — will choose to return a portion of the Alibaba money to shareholders. A recent similar move by AOL — using money it got from selling patents — was partially the reason for the recent run-up in its stock.

Yahoo could also presumably also give a special dividend to shareholders, but that is less likely.

That will be the question once Yahoo gets its cash in the kitty, which is no small feat.

The complicated transaction spans the globe, given the size of the borrowing — $8 billion, which will value Alibaba at $43 billion — that the company is doing to regain some control from Yahoo. The deal includes debt, as well as the sale of both convertible preferred and common shares, and includes a wide range of players.

That includes current investors, such as Silver Lake, DST Global and Singapore’s Temasek Holdings, as well as many others.

“This is a lot of money flying around the world to complete this,” said one person close to the situation.

Speaking of more money, it’s still unclear where Yahoo is in its long and very drawn out negotiations with its other Asian partner, SoftBank, over selling its stake in Yahoo! Japan.

Sources said the deal was proceeding well right before Mayer was hired, but that she slowed down the talks to reevaluate the prices being discussed. Since then, shares in Yahoo! Japan have appreciated strongly, while shares in Yahoo itself have lagged.

It’s a good thing that Yahoo has both its Asian assets — the value of them now makes up most of the company’s valuation.

Until, of course, Mayer figures out a way to turn the money Yahoo is getting into more gold.

An Alibaba spokesman declined to comment and Yahoo’s PR spokeswoman never speaks as per usual.

At the the Silicon Valley Internet giant’s weekly Friday FYI staff meeting, Mayer told the crowd that Yahoo co-founder David Filo (pictured here) would be reporting directly to her — which I previously suggested would happen — and also that longtime legal exec Ron Bell would become permanent general counsel.

Filo has been an important part of Mayer’s arrival at Yahoo, and was a critical ally in her first days, emerging as a vocal supporter of her appointment from the start.

The typically retiring and taciturn product guru actually gave a quote in a press release, and did interviews when Mayer was hired.

Moving Filo close to her is an important morale booster, because while the founders of Yahoo have their definite ups and downs, as I have previously noted, the heart of the company is still with both Filo and also co-founder Jerry Yang.

Interestingly, he’s actually been reporting for years to a variety of product and tech execs, despite owning more than 6 percent of Yahoo.

The elevation of Bell (pictured here), who was No. 2 to former GC Mike Callahan, is an interesting move. Having been at Yahoo since 1999, after working at Apple, the veteran lawyer played an important role in waging the Facebook patent litigation.

He was named interim GC after Callahan left in late June, by then-interim CEO Ross Levinsohn.

Levinsohn left at the end of July.

We’ll see who else will leave Yahoo this week and next — the fates of a wide range of top execs are in the mix, from CFO Tim Morse to media head Mickie Rosen to sales chief Michael Barrett.

Mayer has been trying to recruit her former Google staffer Katie Jacobs Stanton from Twitter for a big media job. And she has reportedly been making strong efforts to get Barrett — another former advertising exec at the search giant — to stay.

We’ll see about it all soon enough, and also what will happen to Yahoo shares this week.

The stock got pummeled last week, down more than 5 percent on Friday to close at $15.15, after the company revealed in a regulatory filing that there might be a change of plans for the more than $4 billion from the sale of its Alibaba Group stake.

Both Yahoo and one of its biggest shareholders and a director, Dan Loeb of Third Point, had previously said the money would likely be used for a stock buyback, or even a dividend.

Even though Loeb let it leak that he was A-okay with it all, to assuage other angry investors, Mayer will now need to come up with a solid plan for the dough, which could include some acquisitions.

And it might help if she could also perhaps finally land the long-troubled deal to get many more billions from its stake in Yahoo Japan.

While those negotiations have had their ups and downs, it was close to being struck in the summer. But sources said there are still apparently valuation differences.

(I would add comment or no comment from Yahoo, as I do with every other company I cover. But after numerous emails, I am still waiting to hear back from the company’s PR spokeswoman, whom I am sure has just been super busy.)

Chinese Internet company Alibaba Group made a series of Web videos recently, poking fun at odd situations that then turn into buying opportunities on the e-commerce site.

The company that once wrangled with Yahoo has made a foray into the U.S. market, which the videos below seem to be aimed at.

And they’re pretty funny:

Top execs at Yahoo and Facebook have been hammering out the outlines of a deal over the last several days to end their contentious patent infringement litigation, according to multiple sources close to the situation.

While that could change, sources said a settlement could happen in the coming weeks and that the advanced negotiations will put aside the lawsuits and counterclaims between the one-time close partners and return them back to what could be an even closer relationship.

The key terms being discussed, said sources, include a massive cross-licensing of patents between the Internet giant and the social networking kingpin and an even deeper integration of Facebook into Yahoo and vice versa, which has been a key element of improved engagement of late on Yahoo.

One possible glitch: While Facebook has indicated a willingness to perhaps buy some of Yahoo’s valuable patents, sources said the company is not likely to fork over a massive cash payment to Yahoo as part of a deal.

In a slap to Yahoo’s lawsuit, Facebook recently paid Microsoft $550 million to both buy and also license key patents that the software giant had acquired from AOL, and sources said it is unlikely to do the same for Yahoo.

“Facebook paid a lot of money for patents already, just not to Yahoo,” said one person close to the situation.

That could be a tough reality to swallow for Yahoo, especially since its lawsuit was predicated on the notion that it could get a huge payoff from Facebook in any settlement.

That was the argument used by former CEO Scott Thompson, under whose leadership the legal action was first filed, to convince Yahoo’s board to move forward. The lawsuit caused much consternation in Silicon Valley, but Yahoo’s directors had been told that success could mean many billions of dollars from Facebook to end the fight.

But Thompson was recently ousted from his job over a resume-padding controversy, and it appears that Yahoo board members who pushed for the lawsuit are now distancing themselves from its filing.

In other words, it was all Scott’s fault, so now that he’s gone: Bygones!

Let’s be clear: It wasn’t his doing alone by any means, but Yahoo is now facing an uphill and long-term battle in the case to win anything at all.

That’s why its new interim CEO, Ross Levinsohn, along with several board members, including Third Point’s Daniel Loeb, have stepped up talks.

(Yahoo’s on a bit of a goodwill mission, recently adding activist shareholder Loeb as a Yahoo director after settling its proxy fight with him, as well as finally completing a complex asset sale deal with China’s Alibaba Group.)

Interestingly, for Yahoo’s side, this negotiation now appears to be more of a group effort — with board members actively involved — than a solo performance by Levinsohn as the company presses for a solution now.

Facebook is also very motivated to get rid of the problem, especially because its recent borked IPO has taken up a lion’s share of the media and investor perception and attention. Sources said execs there hope that a successful settlement with Yahoo — as well as an expected announcement of an integration with Apple’s iOS at the Worldwide Developers Conference in mid-June — will return the focus to forward momentum by Facebook.

To underscore the importance of settlement, the discussions are being led by the social networking site’s powerful COO, Sheryl Sandberg, along with its VP of partnerships, Dan Rose.

Sandberg and Levinsohn (and his posse of hey-can-I-help-too Yahoo directors) talked in depth about the settlement at the recent 10th D: All Things Digital conference earlier this week, after a number of previous discussions had already taken place.

I am a bit sleepy and getting ready for our 10th D: All Things Digital conference next week, so you are going to have to read for yourself this short regulatory filing Yahoo just made about its recent deal to sell half of its large stake in China’s Alibaba Group for about $7 billion.

The deets were all reported here earlier, but knock yourself out if you want more:

YHOO-20120524-8K-20120520

As AllThingsD reported several days ago they would, Yahoo and Alibaba Group have finally reached an agreement for the Silicon Valley Internet giant to sell back half its stake in the Chinese Web company in a $7 billion deal.

The taxable shares sale agreement, which is now being approved by both boards, is part of a larger and more complex arrangement, which will also include a multibillion-dollar stock buyback by Yahoo and an eventual IPO of Alibaba.

And, perhaps most importantly, it will bring to an end what could be the longest running global cat fight in Internet history, in which the long-time partners have bickered over the terms of their relationship for years now.

It has mostly been over how they could get to the transaction they should be announcing later tonight (or morning in Hong Kong, which it is there now). While it could fall apart at the last minute, that is highly unlikely at this point.

(Update: The Yahoo board has approved the deal unanimously, said sources, so it is done done.)

(Update 2: Yahoo and Alibaba both confirmed the deal in a joint press release, which is below.)

Thus, after many failed attempts to strike a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed, the pair have finally settled on a taxable deal, which could net Yahoo upwards of $4 billion.

The transaction values Alibaba at $35 billion and is subject to a number of funding issues that could change the value of the deal.

But here is the overall situation, as I previously reported:

Yahoo is set to sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for just $1 billion in 2005 — the company will use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while, so this could help boost shares significantly.

A shareholder dividend is also being considered by the Yahoo board, but it is unlikely. It’s also not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is also unlikely.

As part of the deal, sources said, medium-term incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

Although there are no plans to go public as yet, the IPO incentive revolves around several terms, including the right to buy back half the remaining stake, which expires in December of 2015. As I previously reported, Yahoo will be required to sell back half of the 20 percent remaining stake upon IPO and the other half after that if Alibaba goes public in the time frame agreed to.

Lastly, the Alibaba voting rights for both Yahoo and SoftBank are much diminished in the new deal, according to sources, to under 50 percent.

Translation: Alibaba CEO Jack Ma is now in the driver’s seat completely.

Once close, the pair have been wrangling over the large Yahoo ownership, which Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

That included a nasty back-and-forth over its Alipay unit with now-fired CEO Carol Bartz, threats of takeover of Yahoo with private equity firms and, more recently, making friendly with its just-ousted CEO, Scott Thompson.

Those talks with him in recent weeks, which included a visit to China by Thompson, led to the new deal, which was negotiated primarily between Yahoo’s CFO Tim Morse and legal head Mike Callahan and Ma and Alibaba’s Joe Tsai.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who is now voting on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo.

The final decision to approve the deal was in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It met to decide on the deal this weekend.

While the deal with Alibaba is finally nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo! Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

New interim CEO Ross Levinsohn has not been involved in the Alibaba deal in any significant way. But he certainly will benefit from its halo effect, if approved, especially given that it will likely boost Yahoo shares.

It also puts Yahoo in a unique situation, in which it must sink or swim more largely based on the value of its troubled core business.

That could mean a lot of things, including the eventual sale of the company, whose most lucrative asset recently — its Alibaba holding — will matter much less.

As soon as I get the press release, I will post it here, but no one is commenting, despite the inevitable happy ending to this long-running story.

And here’s the press release, finally:

Yahoo! and Alibaba Reach Agreement on Comprehensive Plan for Alibaba Stake Agreement Realizes Significant Value, Immediate Liquidity and Path to Future Monetization

Yahoo! Board Increases Share Repurchase Plan by US$5 Billion

May 20, 2012 — Sunnyvale, California and Hangzhou, China – Yahoo! Inc. (NASDAQ: YHOO) and Alibaba Group Holding Limited today announced they have entered into a definitive agreement for a staged and comprehensive value realization plan for Yahoo!’s stake in Alibaba.

The first step is the repurchase by Alibaba of up to one-half of Yahoo!’s stake, or approximately 20% of Alibaba’s fully-diluted shares. The purchase price will be based on a valuation of Alibaba to be established through equity financings that Alibaba intends to undertake to finance the transaction, subject to a floor valuation of approximately US$35 billion. The agreement includes substantial financial incentives for Alibaba to raise the additional equity at a valuation higher than US$35 billion. At the minimum price and assuming the initial repurchase of the full 20% stake, Yahoo! would receive from Alibaba consideration of approximately US$7.1 billion, composed of at least US$6.3 billion in cash proceeds and up to US$800 million in newly-issued Alibaba preferred stock.

The agreement also establishes a framework for Yahoo! to monetize its remaining interest in Alibaba in stages. First, at the time of an initial public offering (IPO) of Alibaba in the future, Alibaba will be required either to repurchase one-quarter of Yahoo!’s current stake at the IPO price or allow Yahoo! to sell those shares in the IPO. Second, following such an IPO, Yahoo! has registration rights and rights to marketing support from Alibaba to enable Yahoo! to dispose of its remaining shares, at times of Yahoo!’s choosing following a customary lock-up period.

This agreement is a result of extensive discussions between the two parties and a comprehensive review of both taxable and tax-efficient alternatives. Yahoo! and Alibaba believe this agreement to be the best path to align incentives and maximize value for shareholders of both companies and it paves the way for Alibaba to achieve future public market liquidity for all of Alibaba’s shareholders. For Yahoo!, the agreement provides for a staged exit over time, balancing near-term liquidity and return of cash to shareholders with the opportunity to participate in future value appreciation of Alibaba.

“Today’s agreement provides clarity for our shareholders on a substantial component of Yahoo!’s value and reaffirms the significance of our relationship with Alibaba,” said Ross Levinsohn, Interim CEO of Yahoo!. “We look forward to continued collaboration with the Alibaba team on business initiatives as we explore joint opportunities for growth and benefit from Alibaba’s future. I want to thank Jack Ma, Joe Tsai and the Alibaba team, as well as Tim Morse, Michael Callahan and our Yahoo! team for their dedication in achieving this successful outcome.”

“This transaction opens a new chapter in our relationship with Yahoo!,” said Jack Ma, Chairman and Chief Executive Officer of Alibaba Group. “I look forward to working with Ross Levinsohn and the Yahoo! team as Alibaba builds China’s leading e-commerce company. Yahoo!’s global audience reach will provide attractive partnership opportunities for Alibaba to explore markets outside of China. The transaction will establish a balanced ownership structure that enables Alibaba to take our business to the next level as a public company in the future.”

“We look forward to delivering the proceeds of the near-term transaction to our shareholders, and to the further enhancement of value and the additional monetization in the future that this agreement enables,” said Timothy R. Morse, Executive Vice President and Chief Financial Officer of Yahoo!.

In addition to the share repurchase, the companies have also agreed to amend their existing technology and intellectual property licensing agreement. Among other things, this amendment will result in Yahoo! granting Alibaba a transitional license to continue to operate Yahoo! China under the Yahoo! brand for up to four years, while restrictions on Yahoo!’s ability to make other investments in China will be terminated. Alibaba will make an upfront lump sum royalty payment of US$550 million to Yahoo! and continuing royalty payments for up to four years. In addition, Alibaba will license certain patents to Yahoo!. Upon closing of the repurchase transaction, the Alibaba shareholders’ agreement will be amended so that the parties’ respective rights will be commensurate with the parties’ post-closing level of ownership in Alibaba. Yahoo! will continue to be represented on Alibaba’s board of directors with the right to appoint one of four existing directors.

Yahoo! intends to return substantially all of the after-tax cash proceeds to shareholders following the closing of the transaction. While the form of the return of capital to shareholders has not yet been finalized, Yahoo!’s board has increased Yahoo!’s share buyback authorization by US $5 billion concurrently with this transaction.

The transaction is subject to customary closing conditions. Alibaba will be required to close the repurchase with respect to at least one-quarter of Yahoo!’s current stake in Alibaba regardless of the amount of financing raised, and up to one-half of Yahoo!’s current stake if it obtains the requisite financing. Alibaba intends to finance the repurchase through a combination of its own cash resources, debt, equity and equity-linked financing. The transaction is expected to close within approximately six months.

UBS Investment Bank acted as lead financial advisor to Yahoo! and Allen & Company LLC and Goldman Sachs & Co. also served as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP acted as lead legal counsel to Yahoo! and Weil, Gotshal & Manges LLP also acted as legal counsel. Munger, Tolles, & Olson LLP acted as legal counsel to the Yahoo! Board of Directors. Credit Suisse acted as lead financial advisor to Alibaba and Wachtell, Lipton, Rosen & Katz acted as lead legal counsel to Alibaba. Freshfields Bruckhaus Deringer LLP acted as counsel to Alibaba on certain financing and Hong Kong legal matters and Fenwick & West LLP acted as counsel to Alibaba on intellectual property matters.

Yahoo is in the final stages of selling a large chunk of its stake in the Alibaba Group back to the company — in a complex deal that is set to include a multibillion-dollar share buyback to investors of the Silicon Valley Internet giant and an eventual IPO of the Chinese company — according to multiple sources close to the situation.

The deal has yet to be officially approved by the boards of both companies, but sources said it is likely to be, and could be announced as early as Monday.

This all could change, of course, since negotiations between Alibaba and Yahoo have taken place in a variety of ways in recent years, without success and with much acrimony. Talks over a tax-free deal — also involving Yahoo’s Japanese partner, SoftBank — collapsed in February, for example.

But the 324th time is apparently the charm — so here are the details of what looks to be a nearly complete agreement that I have ferreted out thus far from lots of relieved sources familiar with the situation:

Yahoo will sell half of its roughly 40 percent stake in Alibaba, in a taxable deal. The transaction is likely to value that portion of Yahoo’s holdings at about $7 billion — or 20 percent of Alibaba’s $35 billion enterprise valuation. Alibaba is in the midst of raising capital to fund the sale.

After taxes of upward of 35 percent are paid on the long-term gains — remember that Yahoo bought the now-lucrative Alibaba stake for a fraction of that, many years ago — the company will likely use the funds to buy back its own shares. That stock has been caught in the mid-teens doldrums for quite a while.

A shareholder dividend is also being considered. It’s not clear if some of the cash will be held back for acquisitions by Yahoo, sources added, but it is unlikely.

As part of the deal, sources said, incentives have been put in place for Alibaba to move forward with a public offering, which sources stressed is without the contractual obligation or a time frame. Alibaba execs have already been publicly indicating such a direction recently, but this will put them more firmly on that path.

In return, Yahoo has agreed to sell the remaining quarter of its current holdings when that IPO does occur. It would then have an only 10 percent stake of Alibaba, which it could sell at any time after the IPO.

If finally struck, the transaction will finally bring to an end one of the more protracted and disputed relationships in the Internet world.

Once close, the pair have been wrangling over the large Yahoo ownership, which Alibaba CEO Jack Ma has been trying to dislodge in a variety of nice and not-so-nice ways. It has resulted in a number of very public disagreements.

That included a nasty back-and-forth over its Alipay unit with now-fired CEO Carol Bartz, threats of takeover of Yahoo with private equity firms and, more recently, making friendly with its just-ousted CEO, Scott Thompson.

Those talks with him in recent weeks, which included a visit to China by Thompson, led to the new deal, which was negotiated primarily between Yahoo’s CFO Tim Morse and legal head Mike Callahan and Ma and Alibaba’s Joe Tsai.

The talks continued even as Thompson was suddenly engulfed in a controversy over a fake computer science degree on his resume that quickly led to his departure from Yahoo on Sunday.

Ironically, the error was first discovered by activist shareholder Daniel Loeb, who will now vote on the deal as a newly named director of Yahoo, after successfully helping to oust Thompson.

He owns almost 6 percent of Yahoo, and is expected to approve the transaction.

But the final decision to approve the deal will be in the hands of a very new board of Yahoo, which has been drastically reshaped in recent weeks. It is meeting tomorrow and perhaps over the weekend to vote on it.

While the deal with Alibaba looks to be nearing an end, Yahoo’s talks to sell its 33 percent stake in Yahoo Japan is not part of this agreement. That’s due to what Thompson had called a “valuation gap,” which sources said is still an outstanding issue.

New interim CEO Ross Levinsohn has not been involved in the Alibaba deal in any significant way. But he certainly will benefit from its halo effect, if approved, especially given that it will likely boost Yahoo shares.

Next up for Levinsohn, who has just rejiggered Yahoo management again, other sources said, is an effort to settle the patent-infringement lawsuit with Facebook, and also to renegotiate its search deal with Microsoft.

And, oh yes, fix Yahoo’s rocky core-advertising business, which is still in distress and needs a major overhaul to push it back to growth.

But that, as they say, is yet another episode of Yahoo’s ongoing reality show.

I got ahold of parts of the fourth-quarter 2011 investor letter that the New York-based Third Point hedge fund — which is prepping a proxy fight with Yahoo — is sending out tomorrow.

(The Wall Street Journal did a short post after it had reviewed excerpts of the letter, but had no text, so here is the real thing about Yahoo in its entirety, folks!)

The letter includes a long section about how Third Point’s main man Dan Loeb feels about Yahoo, and especially in the value of its investment in China’s Alibaba Group. The stakes that the Silicon Valley Internet giant hold in Asia — including in Yahoo Japan — make up for a great deal of its valuation now, as many know and as the activist shareholder points out in detail.

Here’s the Yahoo-Alibaba part, titled “The Case for Alibaba,” in what is a very sharp analysis — except for the part about dinging the press (not nice, Danno!):

Long Equity: Yahoo! — The Case for Alibaba

As investors are aware, we established a sizeable position in Yahoo following a difficult operational and strategic stretch during the waning days of CEO Carol Bartz’s tenure that culminated in a significant sell-off in the shares in August. Initially, we were attracted to the company simply by its significant discount to intrinsic value. In September, we announced publicly that we had accumulated 5.2% of the shares of the company and laid out our case for why valuation was depressed. While the travails of “core Yahoo” grab all the headlines, core Yahoo forms only a modest portion of the Company’s actual value (a mere $2.00 per share, trading at ~14.49 as of 03/12/12). The after-tax value of Yahoo’s Asian assets — Alibaba and Yahoo! Japan — currently constitutes $11 per share of its value (73%), with an additional $2 per share of net cash.

Central to our investment thesis is the hidden jewel in the Asian asset portfolio, and indeed in Yahoo itself: Yahoo’s 40% stake in Alibaba Group, the dominant e-commerce platform in China. According to iResearch, Alibaba currently has 49% of the B2B e-commerce market (four times greater than its nearest competitor), 90% of the C2C e-commerce market (analogous to Ebay), and 53% of the B2C e-commerce market (analogous to Amazon) in 2011. It has complemented these core commerce positions with the leading online payment platform, Alipay, with 49% market share, and also holds the #2 share of the Chinese online ad market (17%, behind Baidu at 28%). Particularly exciting is Alibaba’s share of China’s rapidly growing B2C market represented by Taobao Mall, or Tmall (recently renamed Tian Mao).

According to iResearch, China had 187 million online shoppers in 2011, compared to 170 million in the U.S. As Boston Consulting Group noted in its November 2011 report, “The World’s Next E-Commerce Superpower,” e-commerce transaction value in China is likely to overtake the U.S. by 2015, helped by conditions that mirror the U.S. and in some ways favor e-commerce in China. A combination of broad product assortments and lower prices mirror the U.S., while e-commerce in China benefits from the fixed price certainty missing in China’s traditional retail culture (where haggling is common), from relatively lower shipping costs than in the U.S., and from the limited geographic reach of brick-and-mortar chains.

The Boston Consulting Group report highlights “The Taobao Phenomenon” and notes more products were purchased on Taobao in 2010 than at China’s top-five brick and mortar retailers combined.

The scale and velocity of China’s e-commerce opportunity, when combined with Alibaba’s dominant position, make for a very compelling story. As it moves toward an IPO, Alibaba should quickly take its place amongst China’s online leaders — Tencent ($47 billion market cap), and Baidu ($48 billion market cap). A November 2011 report on Softbank by UBS’s Makio Inui, the product of extensive research into Alibaba Group and a detailed valuation, placed a $63 billion value on Alibaba Group, which would imply just over $13 per Yahoo share after tax. It appears that while 2012 will be the year of Facebook, 2013 could very well be the year of Alibaba as it moves toward a listing.

At the reported $35 billion valuation ascribed to the October 2011 purchase of employee shares by Silver Lake, Temasek and Yunfeng (an affiliate of CEO Jack Ma), Yahoo’s stake was worth ~$7.60 per share after tax. That implies Yahoo’s stake has grown at a compounded rate of 55% per annum since its investment in October 2005, and it is significant that the majority of Yahoo’s value is now driven by its Alibaba stake.

Clearly, as evidenced above, we see tremendous upside in just the Alibaba piece of the Yahoo puzzle.
While the media has covered the drama surrounding the negotiations with Mr. Ma in some detail, Wall Street has continued to neglect the underlying Alibaba valuation story and the press makes too little of it. Certainly there is some compelling reason why Mr. Ma is so interested in repurchasing Yahoo’s stake! We share his excitement and enthusiasm for the Alibaba opportunity, and we respect and appreciate the dominant and dynamic franchise he has built amongst the world’s largest base of Internet users.

Over the last six months we have witnessed the Board of Directors’ “strategic review” that has to date resulted in the hiring of a new CEO, Scott Thompson, the resignation of Jerry Yang, and the pending exit of Board Chairman Roy Bostock and three other Directors. In mid-February we announced that we intend to run our own slate of Directors for the Yahoo board during this proxy season. We stated our intention to nominate well-known leaders in the media space Jeff Zucker and Michael Wolf, restructuring guru Harry Wilson, and Dan himself to the Board. We are glad Yahoo has played a critical role in Alibaba’s early development and hope new leadership at Yahoo can chart a new course for the company’s relationship with Mr. Ma and Alibaba.

In what is either the boldest gamble of its history or the most boneheaded, Yahoo has filed a massive patent infringement lawsuit against Facebook.

The attack by the Silicon Valley Internet icon against perhaps the most powerful consumer social networking site today — also based in tech’s heartland and also an important partner of Yahoo — is sure to be a controversial one, pitting Yahoo against a company that has surpassed it handily in recent years in regards to popularity among consumers.

“Facebook’s entire social network model, which allows users to create profiles for and connect with, among other things, persons and businesses, is based on Yahoo’s patented social networking technology,” Yahoo’s lawsuit reads, in part.

That includes, Yahoo alleges, Facebook’s popular News Feed, advertising methods, privacy settings and more. The company adds that Facebook has been “free riding” on Yahoo’s intellectual property and that royalty payments alone will not suffice.

So what does Yahoo want for this alleged free ride? Triple damages and to enjoin Facebook from operating by using said patents.

The 19-page lawsuit over 10 patents — related to advertising, privacy, customization, messaging and social networking — comes as Yahoo is seeking to right itself under new CEO Scott Thompson.

Multiple sources said he is primarily driving this new aggressiveness from Yahoo.

Since Yahoo told the New York Times that it was considering such a move last week, the issue has been widely debated within the company, with many top techies there opposed to it, due to the company’s longstanding ethos of using patents for defense rather than offense.

Thus, the decision to move was closely held, sources said, with only Thompson and legal chief Michael Callahan largely working on it.

Still, patent lawsuits have become ever more prevalent among tech companies, as they seek to battle for advantage in a rapidly changing competitive landscape. Apple, Google, Microsoft and others are involved in several legal actions, although they are largely related to mobile technology.

Yahoo’s lawsuit is the most prominent in the social networking arena, a sector that has seen a huge explosion of late. Its timing could not be worse for Facebook, since it is in a quiet period for its upcoming IPO, which is expected to value the company at close to $100 billion.

Yahoo has done this kind of thing before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock.

Yahoo is shaking Facebook down for much more here and with much higher stakes for both companies. If successful, Yahoo could seriously damage Facebook’s initial public offering; if not, Yahoo will cement its growing reputation as a company with nothing to lose, whose value is built not on its current business, but on non-operating assets.

More importantly, at least initially, the move did nothing to boost Yahoo’s moribund shares — the stock was down about one percent to $14.49 in after-hours trading.

More to come, but here is the entire document below. The lawsuit has been filed in San Jose, Calif., federal court.

Lastly, the official PR back-and-forth:

Said Yahoo, in its statement:

“Yahoo! has invested substantial resources in research and development through the years, which has resulted in numerous patented inventions of technology that other companies have licensed. These technologies are the foundation of our business that engages over 700 million monthly unique visitors and represent the spirit of innovation upon which Yahoo! is built. Unfortunately, the matter with Facebook remains unresolved and we are compelled to seek redress in federal court. We are confident that we will prevail.”

Facebook, obviously, disagrees, and also threw in a jab about the lack of discussions over the issue between the pair:

“We’re disappointed that Yahoo, a longtime business partner of Facebook and a company that has substantially benefited from its association with Facebook, has decided to resort to litigation. Once again, we learned of Yahoo’s decision simultaneously with the media. We will defend ourselves vigorously against these puzzling actions.”

I’ll admit to also being puzzled about the strategery here, but I am sure there will be much more to come.

Until then, read on:

Complaint

And here is what I wrote last week on the subject:

Apparently, Yahoo’s new motto: If you can’t beat ‘em — and it can’t — sue ‘em.

That would be Yahoo — the perpetual 98-pound weakling of the Internet these days — threatening powerful Facebook, which had cleanly bested it by attracting hordes of users with a plethora of popular products and services.

Yahoo has already lost its audience to Facebook, which was most recently followed by its frittering away a commanding lead in display advertising, too.

That would also be the Yahoo whose most recent success in improving its increasingly tenuous connections with customers was, in fact, by deeply integrating Facebook’s social hooks into its Web properties.

That would be the Yahoo which has failed time and again to innovate its own offerings so drastically over the years that it has now apparently decided that its first and best strategic move under Thompson’s rule is a shakedown.

Such a cynical move on rights Yahoo has long held seems more a play for the cheap seats of Wall Street, given that the company needs to look like it is doing everything it can to turn things around right now as it faces a proxy challenge.

First, it ended difficult talks with its Asian partners, Alibaba Group and SoftBank, over selling back lucrative stakes there.

Now, according to sources, Yahoo’s Thompson has actually been trying to make very nice with activist shareholder Daniel Loeb of Third Point — on-the-down-low chitchats that might have played a part of this latest unusual move.

At least Kodak had a good excuse. The once iconic camera company had recently been trying to take advantage of its trove of patents as a way to stave off declaring bankruptcy.

That didn’t work for Kodak, and it will also not work for Yahoo, whose only real option is to try to innovate its way out of the mess it has landed itself in.

You know, with good ideas.

Instead, the company’s leadership has opted for a road that could rain down trouble and paint Yahoo as a company bereft of talent to win any other way.

And while a range of intellectual property lawsuits have broken out all over the digital sector, involving Apple, Microsoft, Google and many others, such a strategy for Yahoo could be dangerous if it fails in its legal effort to take advantage of its 1,000-plus patents, including those related to search and advertising.

Others — including such tech luminaries as LinkedIn’s Reid Hoffman, who co-owns the seminal Six Degrees patent for constructing a networking database and system — hold a number of critical social networking patents, too, so who knows where this thing will go.

Nonetheless, Yahoo has decided to emulate those companies with one of the few valuable assets it might have, waging its little war, right as Facebook is in the midst of its initial public offering period.

Yahoo has done this before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock (which it then, of course, sold too soon).

That certainly could happen here, with Yahoo managing to grab a chunk of Facebook’s pre-IPO stock.
That would mean that Yahoo’s most valuable asset would be those shares, as well as its stake in Asian companies it bought a while back for a bargain and now makes up a bulk of the company’s valuation.

As to Yahoo’s core business — investors consider it almost entirely worthless.

And let’s not forget: Facebook could also sue right back, which it very well might do. Or, perhaps, cut off agreeable ties that have aided Yahoo in recent years.

In other words, in poking Facebook, Yahoo might now learn what it is really like to be de-friended.

It was Yahoo legal head Mike Callahan who had the thankless task yesterday of calling Facebook’s general counsel Ted Ullyot to tell him the Silicon Valley Internet giant was intent on pursuing patent lawsuits against the social networking giant.

The charge was being led by Callahan, as well as Chief Product Officer Blake Irving and, especially, Yahoo’s new CEO Scott Thompson.

Much of Yahoo’s senior leadership had no idea of the impending move until Callahan informed them it was about to happen at meeting Monday.

Facebook had known of the patent concerns of Yahoo for some months — the issue had also gotten some coverage in the media — but had not engaged formally on the topic, several sources said.

So, the suddenly aggressive call also apparently blindsided Facebook, even though it had been aware of the possibility of such an outcome.

Thus, it had little time to respond, since Yahoo was also simultaneously briefing the New York Times, according to numerous sources at both companies, and then released an astonishing statement to the newspaper:

“Yahoo has a responsibility to its shareholders, employees and other stakeholders to protect its intellectual property. We must insist that Facebook either enter into a licensing agreement or we will be compelled to move forward unilaterally to protect our rights.”

Apparently, Yahoo’s new motto: If you can’t beat ‘em — and it can’t — sue ‘em.

That would be Yahoo — the perpetual 98-pound weakling of the Internet these days — threatening powerful Facebook, which had cleanly bested it by attracting hordes of users with a plethora of popular products and services.

Yahoo has already lost its audience to Facebook, which was most recently followed by its frittering away a commanding lead in display advertising, too.

That would also be the Yahoo whose most recent success in improving its increasingly tenuous connections with customers was, in fact, by deeply integrating Facebook’s social hooks into its Web properties.

That would be the Yahoo which has failed time and again to innovate its own offerings so drastically over the years that it has now apparently decided that its first and best strategic move under Thompson’s rule is a shakedown.

Such a cynical move on rights Yahoo has long held seems more a play for the cheap seats of Wall Street, given that the company needs to look like it is doing everything it can to turn things around right now as it faces a proxy challenge.

First, it ended difficult talks with its Asian partners, Alibaba Group and SoftBank, over selling back lucrative stakes there.

Now, according to sources, Yahoo’s Thompson has actually been trying to make very nice with activist shareholder Daniel Loeb of Third Point — on-the-down-low chitchats that might have played a part of this latest unusual move.

At least Kodak had a good excuse. The once iconic camera company had recently been trying to take advantage of its trove of patents as a way to stave off declaring bankruptcy.

That didn’t work for Kodak, and it will also not work for Yahoo, whose only real option is to try to innovate its way out of the mess it has landed itself in.

You know, with good ideas.

Instead, the company’s leadership has opted for a road that could rain down trouble and paint Yahoo as a company bereft of talent to win any other way.

And while a range of intellectual property lawsuits have broken out all over the digital sector, involving Apple, Microsoft, Google and many others, such a strategy for Yahoo could be dangerous if it fails in its legal effort to take advantage of its 1,000-plus patents, including those related to search and advertising.

Others — including such tech luminaries as LinkedIn’s Reid Hoffman, who co-owns the seminal Six Degrees patent for constructing a networking database and system — hold a number of critical social networking patents, too, so who knows where this thing will go.

Nonetheless, Yahoo has decided to emulate those companies with one of the few valuable assets it might have, waging its little war, right as Facebook is in the midst of its initial public offering period.

Yahoo has done this before, of course, having wrangled with Google until right before it went public in 2004 over search patents from its Overture acquisition. The pair settled 10 days before the Google IPO, with Yahoo getting several million more shares of that stock (which it then, of course, sold too soon).

That certainly could happen here, with Yahoo managing to grab a chunk of Facebook’s pre-IPO stock.

That would mean that Yahoo’s most valuable asset would be those shares, as well as its stake in Asian companies it bought a while back for a bargain and now makes up a bulk of the company’s valuation.

As to Yahoo’s core business — investors consider it almost entirely worthless.

And let’s not forget: Facebook could also sue right back, which it very well might do. Or, perhaps, cut off agreeable ties that have aided Yahoo in recent years.

In other words, in poking Facebook, Yahoo might now learn what it is really like to be de-friended.

According to sources close to the situation, the discussions between Yahoo and its Asian partners have hit a potentially deal-breaking impasse over the efficacy of the centerpiece of the complex negotiations — a cash-rich split-off — and several other issues.

Sources said talks have halted for now over an arrangement with China’s Alibaba Group and Japan’s SoftBank, designed to save the Silicon Valley Internet giant over $4 billion in U.S. taxes. The deal values Yahoo’s lucrative stakes in Alibaba and Yahoo Japan at around $17 billion.

Of course, such volatility is part of any complicated negotiation. This one is a doozy, and on a global scale.

Thus, progress could resume at any time and could manifest itself in a different manner, such as a taxable transaction.

Teams from all sides were just in Hong Kong this week in the latest round of discussions, which seems to have spurred the new issues, which include over-valuation.

“Getting to the promised land has been very hard,” said one person close to the situation, noting that there have been several increasingly challenging parts of the deal.

That includes all the frantic machinations around the talks, which have — to be fair — broken down significantly before, including around the holidays.

Those have gotten back on track, but sources on all sides noted there has been a toll as the agreements have gotten more advanced.

“The cumulative effect of all the disagreements of a deal already on the edge has not helped matters,” said one person.

In addition, as I have previously noted, time is brain, and circumstances at Yahoo and in Asian have shifted a great deal since the talks began in the Fall. Yahoo has a new CEO, Scott Thompson, and has just had an important board shake-up, even as the value of its Asian stake has increased.

It is also not clear if the problems are limited to just the part of the deal with Alibaba, or with both partners. But several sources on the Asian side said that Alibaba and SoftBank are aligned closely on completing a joint deal, for which Alibaba has been negotiating loans to complete.

Now, those sources are characterizing the talks as completely stopped, blaming Yahoo negotiators for suddenly shifting course on what they want from the arrangement.

“The cash-rich deal seems dead now,” said one source.

For its part, sources close to Yahoo said that it has not walked away from discussions, noting this might be a ploy on the part of its Asian partners, although they did acknowledge that there have been increasing difficulties coming to an agreement.

Still, they stressed that Yahoo was committed to trying to do some sort of deal, and the latest problems might only signal a temporary retrenchment. Yahoo is likely to make some sort of statement on the issue soon.

The collapse of talks is still sudden, since negotiations had been moving forward, if glacially, with definitive agreements in draft and contemplation of possible properties to include in the deal. That’s because the cash-rich split-off requires part of the agreement be made up of operating assets.

As you can see here, in a Wall Street Journal chart, it’s a pretty complicated deal:

And, in his goodbye letter upon announcing his pending departure as chairman of Yahoo, while publicly acknowledging them, Roy Bostock did note the possibility of the talks not working out because of that.

“We are also in active discussions with our partners in Asia regarding the possibility of restructuring our holdings in Alibaba Group and Yahoo! Japan. The complexity and unique nature of these transactions is significant. While we continue to devote significant resources to these discussions, we are not in a position at this time to provide further detail or to provide assurance that any transaction will be achieved.”

That will likely be a disappointment to investors, who have bid up shares in anticipation of such a deal occurring. Yahoo’s stock is now trading in the $16 range, well up from earlier this year.

(Update: Yahoo shares dropped significantly since my report, down more than 5 percent now, with Wall Street giving any end to the talks a thumbs-down.)

The situation could now land on the already heavy plate of Yahoo’s new leader, Thompson, who has been dealing with a number of pressing issues at the company since he arrived last month.

Welcome to the dollhouse, Scott!

More to come, of course.

And, for the record, no comments all around. (But I tried!)

Yahoo’s massive product unit is readying a major reorganization, which will include a new structure, a move that is being spearheaded by its Chief Product Officer, Blake Irving.

But the ground under Irving, as well as several of the Silicon Valley Internet giant’s top execs, is about to get shakier too, due to a wide range of changes now being plotted by newly installed CEO Scott Thompson.

While still in the early stages of formulation, sources said Thompson has been mulling bringing in a head of global advertising sales or revenue chief, as well as more top product execs, as he moves to initiate a plan to shake up Yahoo and also put his own stamp on the company.

Layoffs and possible wholesale abandonment of certain businesses Yahoo is currently in are likely to be parts of this larger plan.

Confused yet? So am I, but let’s sort through all the latest activity.

First, there’s the Yahoo product redo, which has been in the making for a while, well before Thompson arrived last month.

Under the new plan, which is described as “an evolution rather than blowing up the place,” Yahoo’s famously matrixed product unit could be split into three distinct areas: Monetization, which is expected to be headed by longtime exec Mark Morrissey; platform, with cloud dude Jay Rossiter in charge; and consumer-facing products, possibly in the hands of search kingpin Shashi Seth.

The idea behind the latest setup, presumably, is to spur innovation and make it easier for Yahoo to spit out products more quickly. Its recent Livestand tablet app, for example, was late to the game and continues to struggle to gain any real ground, said sources.

Overall, Yahoo still continues to lag behind other Internet rivals in a number of product arenas, for reasons that Thompson is delving into.

The way products are made got a long look-see this past week, in a day-long meeting that Thompson had with Yahoo’s top team execs. Thompson reportedly quizzed the group on its plans, and pressed it to look less at short-term features and maintenance than on finding the next great thing.

“I think it’s fair to say that Scott is wondering why Yahoo did not come up with innovations like Pinterest and Instagram,” said one person about hot new start-ups that are in the sweet spot of Yahoo’s business. “Or, at the very least, why it did not even try to buy them.”

That’s why Thompson, with the help of board members, including David Kenny, has been on the hunt for new talent for Yahoo. That includes a search that is on for a new head of marketing, too.

Thompson has been doing the same kind of assessment with Yahoo’s media and advertising execs, who include Americas head Ross Levinsohn, as well as Asia’s Rose Tsou, and Rich Riley, who heads its efforts in Europe, Africa and the Middle East.

Sources said he believes that Yahoo might need a head of global sales or a chief of revenue to better organize and align its key advertising business. Ad revenues now make up a bulk of Yahoo’s business.

As Thompson has said numerous times publicly since he came on board, he is seeking to diversify that revenue, focusing on new businesses and also goosing non-ad ones already performing well. In Asia, for example, Yahoo has a robust online commerce business in comparison to other regions.

“Yahoo has to slim down and focus in some ways and bulk up in others,” said another source.

Of course, all of this might be moot, depending on how activist shareholder Daniel Loeb, who is prepping his own frontal attack on making changes at Yahoo, decides to move. According to sources, Loeb is assembling his own slate and trying to garner support from other shareholders, in hopes of further improving the value of his more than five percent stake.

What form that will take is unclear, but it’s not completely friendly at the moment.

In addition, Yahoo execs and its board are trying to wrap up a deal to sell off parts of its Asian assets in Alibaba Group and Yahoo Japan, part of a massive arrangement that could bring many billions of dollars of assets and cash into the core company that is left.

Which could then make Yahoo more able to compete, and give Thompson a war chest to do so — or make it an even tastier treat for a wide range of outside investors looking for a deal.

Like I said: Confused yet?

A Yahoo spokeswoman declined to comment.

Let’s be clear on the much-awaited Asian deal that Yahoo and its Asian partners have been working on: While it is certainly still moving forward, once signed, it will not actually officially close until next year.

Yes, that’s right — 2013!

Still, what everyone and his investor is waiting for is the splashy announcement of the agreement, which involves the Silicon Valley Internet giant, China’s Alibaba Group and SoftBank, a large shareholder in Yahoo Japan.

Yahoo leadership has been hoping that could happen before Feb. 24, an important date after which activist shareholder Daniel Loeb could begin to mount a proxy fight against the current board.

And while the definitive agreement — involving the sale of Yahoo’s 33 percent stake in Alibaba and 35 percent stake in Yahoo Japan — has been moving back and forth among the dealmakers, one source said its completion might take a little longer than that, perhaps even into mid-March.

“It is one of the most complicated cross-border transactions in a long time,” said one person close to the situation. “It’s three different languages, three time zones and three companies that have not always seen eye to eye.”

It’s not that the companies don’t have the top talent on the effort. For Yahoo, it is CFO Tim Morse (who most recently also warmed the CEO seat, until Scott Thompson’s recent appointment); for Alibaba, it’s CEO Jack Ma and CFO Joe Tsai; and, for SoftBank, it is top man Masa Son and his top man Ron Fisher.

To make things even more complex, at the same time as the negotiating is going on, the trio also has to pay mind to how the Internal Revenue Service in the U.S. is going to view the whole deal.

As you can see here from a Wall Street Journal chart, it’s a pretty complicated “cash-rich split-off” to avoid taxes.

While the IRS cannot take an application for a “private letter ruling” until it has an actual agreement in hand, and will not issue one on a hypothetical transaction, the agreement still must be crafted so it is most likely to pass muster.

And only then can anyone move on to the many billions of dollars that Yahoo will instruct Alibaba and SoftBank to pay or contribute in kind for the asset part of the arrangement.

As the Journal noted, in more clarity than I ever could: “A key part of satisfying tax-code requirements is that the company shedding its shares get assets, not just cash, in exchange for them. Cash can’t account for more than two-thirds of the transferred value, tax rules say. This restriction was adopted in 2005 to limit misuse of the provision.”

While Yahoo’s execs have met about the various possibilities, it is more considering now than anything else.

And although a lot of names have been bandied about — Weather Channel, WebMD, as well as Glam Media and even Digg — the more likely direction Yahoo will go in will be different, according to many sources.

First, said sources, the key criteria for the purchase will be to diversify revenue streams, a theme Thompson sounded in his first earnings report recently. That could mean more online commerce, perhaps, rather than advertising or media assets.

Second, said sources, international properties might be more valuable to Yahoo than owning more U.S.-based ones, which opens up a range of interesting possibilities.

This could even include some already held by Alibaba, for example, such as garnering a big stake in its publicly-traded Alibaba.com. That property has become a prime candidate for the deal, said several sources, for a number of reasons.

Technically, via Alibaba, Yahoo already owns some of the e-commerce giant, but not directly. Another possibility is to get back the Yahoo China business, also now owned by Alibaba.

Third, U.S. companies that Yahoo might look at could be unusual and even bold. Two names brought up in recent internal meetings, for example, were Netflix (before its stock revived) and Yelp (which is prepping for an IPO, and which Yahoo once tried to buy already).

And if things were not already needlessly complex in fixing its Asia problem, expect a change in the Yahoo board composition, too, as early as this week.

As I previously reported, at least four directors are expected to move on. More to the point, there will also be replacements announced at the same time.

To stave off Loeb and even give him a perceptible win, sources said the company is considering announcing the changes sooner than later, with the hope that fresh new members will placate other shareholders.

Lastly, with Thompson starting to take the reins after a month there, I would also expect he’ll weigh in on some significant restructuring (his word, not mine!) at Yahoo soon enough, too.

Complicated? Sure is! Perplexing even? And how! But until Asian and board resolutions, the real work of fixing Yahoo can’t really begin.